FORM 5 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
Form 3 Holdings Reported. | |||||||||||||||||
Form 4 Transactions Reported. |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
COVENTRY HEALTH CARE INC [ CVH ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Statement for Issuer's Fiscal Year Ended
(Month/Day/Year) 12/31/2000 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) 01/30/2006 |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | |||||||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||||||
Amount | (A) or (D) | Price | |||||||||||||
Common Stock Restricted | 12/31/2005 | A | 15,000(1) | A | $0 | 15,240(2)(3) | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | ||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
(A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | |||||||||
Non Qualified Stock Option (right to buy) | $56.9 | 01/31/2005 | A | 37,500(4) | 01/31/2006(5) | 01/31/2015 | Common Stock | 37,500(6) | $0 | 37,500(7) | D |
Explanation of Responses: |
1. 10,000 shares were omitted from Mr. Creasey's original Form 5 following Coventry's three-for-two stock split on October 3, 2005 that were distributed to shareholders of record on October 17, 2005. Only the additional shares received from the stock split were shown in the original Form 5. The total number of restricted stock shares held at the time of the original Form 5 filing were 15,000 shares. |
2. Includes the following: Table I - Non-Derivative Securities comprised of 240 shares held indirectly by managed account, and 15,000 shares held outright as awards of restricted common stock with restrictions lapsed or lapsing in equal increments over 4 year periods. |
3. 189 shares have been deleted from Mr. Creasey's ownership. The 189 shares previously reported as being held directly in Mr. Creasey's original Form 3, (filed on September 1, 2005), in the original Form 5 (filed on January 30, 2006) and in four Form 4's and one Form 5 filed after his original Form 5 was filed, were actually held indirectly through Mr. Creasey's managed account (401(k) Plan). The 189 shares reported as being held directly were a duplication and were deleted because they were already reported as being held indirectly through Mr. Creasey's managed account (401(k) Plan) in the original Form 5 (filed on January 30, 2006) and his later filings (one Form 5 and four 4's). |
4. 12,500 shares were omitted from Mr. Creasey's original Form 5 following Coventry's three-for-two stock split on October 3, 2005 that were distributed to shareholders of record on October 17, 2005. The additional stock option shares received from the stock split were not included in the original Form 5. The total number of shares held as the time of the original Form 5 filing were 37,500. |
5. Shares vest and are exercisable in equal annual increments over four-year periods. |
6. See Footnote 4. |
7. See Footnote 4. |
Shirley R. Smith on Behalf of E. Harry Creasey by Power of Attorney | 06/13/2007 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |